UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended February 28, 2010





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from ______to______.


Zhong Sen International Tea Company(Exact name of registrant as specified in the Charter)





Florida

000-1434601

26-2091212(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(IRS Employee Identification No.)





5030 Champion Blvd, Suite G6 #198, Boca Raton, Fl 33496


(Address of Principal Executive Offices)





(954) 247-4832


(Issuer Telephone number)




(Former Name or Former Address if Changed Since Last Report)





Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.





Yes x       No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes o        No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):





Large Accelerated Filer   o
Accelerated Filer   o
Non-Accelerated Filer   o
Smaller Reporting Company   x





Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.


Yes o         No  x





State the number of shares outstanding of each of the issuer’s classes of common equity, as of April 9, 2010:  60,000,000 shares of common stock.














Item 1.      Financial Statements


ZHONG SEN INTERNATIONAL TEA COMPANY CONDENSED BALANCE SHEETS


ASSETSFebruary 28, 2010


May 31, 2009(Unaudited)CURRENT ASSETSCash

$
12,029


$
16,942Accounts receivable, related party


15,978



11,97128,007



28,913Marketing agreement


120,000



120,000TOTAL ASSETS

$
148,007


$
148,913LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIESAccounts payable

$
4,706


$
5,000TOTAL LIABILITIES


4,706



5,000COMMITMENTS AND CONTINGENCIES


-



-.



.STOCKHOLDERS’ EQUITYCommon stock, $0.001 par value, 100,000,000 shares authorized,  60,000,000 and 60,000,000 shares issued and outstanding


60,000



60,000Additional paid in capital


631,194



629,694Accumulated deficit


(547,893
)


(545,781
)Total Stockholders’ Equity


143,301



143,913TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
148,007


$
148,913





See Accompanying Notes to the Condensed Unaudited Financial Statements.


1





ZHONG SEN INTERNATIONAL TEA COMPANY


CONDENSED STATEMENTS OF OPERATIONS
 (UNAUDITED)


For the three months ended February 28,


For the nine months ended February 28,2010


2009


2010


2009REVENUES:Marketing revenue, related party

$
38,957


$
6,153


$
111,443


$
8,16438,957



6,153



111,443



8,164OPERATING EXPENSESOfficer's compensation


500



-



1,500



4,500Professional fees


3,838



802



18,393



39,661Consulting fees


30,000



30,000



90,000



110,000Impairment of marketing agreement


-



16,000



-



379,000General and administrative


1,064



660



3,662



884Total Operating Expenses


35,402



47,462



113,555



534,045INCOME / (LOSS) FROM OPERATIONS


3,555



(41,309
)


(2,112
)


(525,881
)OTHER EXPENSESInterest Expense






165







499NET INCOME /  (LOSS) BEFORE PROVISION FOR INCOME TAXES


3,555



(41,474
)


(2,112
)


(526,380
)PROVISION FOR INCOME TAXES


-



-



-



-NET INCOME / (LOSS)

$
3,555


$
(41,474
)

$
(2,112
)

$
(526,380
)Net income / (loss) per share - basic and diluted

$
0.00


$
(0.00
)

$
(0.00
)

$
(0.01
)Weighted average number of shares outstanding during the period - basic and diluted


60,000,000



59,965,556



60,000,000



41,822,711





See Accompanying Notes to the Condensed Unaudited Financial Statements.


2




ZHONG SEN INTERNATIONAL TEA COMPANY


CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)





For the Nine months Ended February 28,2010


2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(2,112
)

$
(526,380
)Adjustments to reconcile net loss to net cash used in operating activities:Imputed compensation


1,500



4,500Common stock issued for services


-



50,000Impairment of marketing agreement


-



379,000Changes in operating assets and liabilities:Increase in accounts receivable, related party


(4,007
)


(2,134
)Decrease / (increase) in prepaid expenses


-



20,633Increase in accrued interest


-



2,015Increase / (decrease) in accounts payable


(294
)


499Net Cash Used In Operating Activities


(4,913
)


(71,867
)CASH FLOWS FROM INVESTING ACTIVITIES:


-



-CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from notes payable - related party


-



100,000Stock offering costs


-



(2,175
)Net Cash Provided By Financing Activities


-



97,825NET INCREASE / (DECREASE)  IN CASH


(4,913
)


25,958CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


16,942



6,300CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
12,029


$
32,258Cash paid for interest

$
-


$
-Cash paid for taxes

$
-


$
-Conversion of note payable and accrued interest to common stock

$
-


$
100,499





See Accompanying Notes to the Condensed Unaudited Financial Statements.


3





ZHONG SEN INTERNATIONAL TEA COMPANY


NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS


AS OF FEBRUARY 28, 2010 AND 2009








NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION





Basis of Presentation





The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-K. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three and nine months ended February 28, 2010 are not necessarily indicative of results that may be expected for the year ending May 31, 2010. The financial statements are presented on the accrual basis





Organization





Zhong Sen International Tea Company (“The Company”) was incorporated on January 30, 2008, in the State of Florida. The Company has the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The company commenced business activities in August, 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd (YZG) , a company located in Kunming, China, to provide sales and marketing consulting services for YZG’s tea and tea related business lines.  During the year ended May 31, 2009, the Company exited the development stage.





Use of Estimates:





The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those results.





Revenue Recognition





The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.





Cash and Cash Equivalents, and Credit Risk:





For purposes of reporting cash flows, the Company considers all cash accounts with maturities of 90 days or less and which are not subject to withdrawal restrictions or penalties, as cash and cash equivalents in the accompanying balance sheet.





The Company maintains a portion of its deposits in a financial institution that insures its deposits with the FDIC insurance up to $250,000 per depositor and deposits in excess of such insured amounts represent a credit risk to the Company. At February 28, 2010 and May 31, 2009 the Company had $0 in cash that was uninsured.





Accounts Receivable





The Company is required to estimate the collectability of its accounts receivable. The Company's reserve for doubtful accounts is estimated by management based on a review of historic losses and the age of existing receivables from specific customers. As of February 28, 2010 the Company deems all accounts receivable collectible.





Concentration of Credit Risk





During the three and nine months ended February 28, 2010, one related party customer accounted for 100% of the Company's sales and 100% of accounts receivable as of February 28, 2010.





4
 
 
 Stock Compensation





The Company follows FASB Accounting Standards Codification No. 718 – Compensation – Stock Compensation for share based payments to employees.  The Company follows FASB Accounting Standards Codification No. 505 for share based payments to Non-Employees





Segments





The Company operates in one segment and therefore segment information is not presented.





Fair Value of Financial Instruments





The carrying amounts of the Company’s financial instruments including accounts receivable and accounts payable approximate fair value due to the relatively short period to maturity for these instruments.





Earnings Per Share:





Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.”  As of February 28, 2010 and 2009, there were no common share equivalents outstanding.





Recent Accounting Pronouncements:





In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 – Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 will have on its financial statements.





In June 2009, the FASB issued Financial Accounting Standards Codification No. 810 – Consolidation. FASB ASC No. 810 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 810 will have on its financial statements.





In June 2009, the FASB issued Financial Accounting Standards Codification No. 105-GAAP.   The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. FASB ASC No. 105 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in FASB ASC No. 105. All other accounting literature not included in the Codification is non authoritative. The Adoption of FASB ASC No. 105 did not have an impact on our financial statements.





NOTE 2 - SALES AND MARKETING AGREEMENT WITH RELATED PARTY





On August 29, 2008 the Company entered into a related party sales and marketing agreement with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in Kunming, Yunnan Province, People’s Republic of China, which caused them to become YZG’s exclusive sales and marketing agent worldwide. The Company receives a commission of 20% of global sales, payable each month based on the Company and YZG’s sales figures. On August 29, 2008, the effective date of the transaction, the Company issued 49,900,000 shares of common stock valued at $499,000 or $.01 per share the most recent cash offering price in exchange for the sales and marketing agreement. The Company has capitalized the value of the Sales and Marketing agreement. As of May 31, 2009 the Company has recorded an impairment on the agreement in the amount of $379,000. The Company issued 5,000,000 shares of common stock valued at $50,000 or $.01 per share the most recent cash offering price as the finder’s fee. The Company expensed the value of the common stock issued at August 31, 2008.





NOTE 3 – OTHER RELATED PARTY TRANSACTIONS





During the nine months ended February 28, 2010 the Company recorded imputed compensation of $1,500 for the services contributed by its President and its CFO (See Note 5).




5





NOTE 4 – CONSULTING AGREEMENTS





On September 1, 2008 the Company entered into an agreement with EverAsia Consultant Co., Ltd whereby the Company will pay to EverAsia Consultant Co., Ltd $5,000 per month beginning September 1, 2008 and ending December 31, 2009 for consulting services. During the three and nine months ended February 28, 2010, the Company recorded an expense of $15,000 and $45,000, respectively.  On December 31, 2009, the contract was extended until December 31, 2011.





On September 1, 2008 the Company entered into an agreement with EverAsia Financial Group, Inc. whereby the Company will pay to EverAsia Financial Group, Inc. $5,000 per month beginning September 1, 2008 and ending December 31, 2009 for management services. During the three and nine months ended  February 28, 2010, the Company recorded an expense of $15,000 and $45,000, respectively.  On December 31, 2009, the contract was extended until December 31, 2011.





NOTE 5 - SHAREHOLDERS' EQUITY





During the nine months ended February 28, 2010 the Company recorded imputed compensation of $1,500 for the services contributed by issued its President and its CFO (See Note 3).





On August 29, 2008 the Company entered into a related party sales and marketing agreement with the Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in Kunming, Yunnan Province, People’s Republic of China, which caused them to become YZG’s exclusive sales and marketing agent worldwide. The Company receives a commission of 20% of global sales, payable each month based on the Company’s and YZG’s sales figures. On August 29, 2008, the effective date of the transaction, the Company issued 49,900,000 shares of common stock valued at $499,000 or $.01 per share the most recent cash offering price in exchange for the sales and marketing agreement. The Company has capitalized the value of the Sales and Marketing agreement. As of May 31, 2009 the Company has recorded an impairment on the agreement in the amount of $379,000. The Company issued 5,000,000 shares of common stock valued at $50,000 or $.01 per share the most recent cash offering price as the finder’s fee. The Company expensed the value of the common stock issued at August 31, 2008 (See Note 2).





NOTE 6 - GOING CONCERN





The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the nine months ended February 28, 2010, the Company has net losses of $2,112, used cash in operations of $4,913, and has an accumulated deficit of $547,893 as of February 28, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the Company will be successful in continuing to raise additional capital and establish its business model. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.





6





Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operation





The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.





BUSINESS OVERVIEW





Zhong Sen International Tea Company (“The Company”) was incorporated on January 30, 2008, in the State of Florida. The Company has the principal business objective of providing sales and marketing consulting services to small to medium sized Chinese tea producing companies who wish to export and distribute high quality Chinese tea products worldwide. The company commenced business activities in August, 2008, when it entered into a related party Sales and Marketing Agreement with Yunnan Zhongsen Group, Ltd (YZG) , a related party company located in Kunming, China, to provide sales and marketing consulting services for YZG’s tea and tea related business lines.  During the year ended May 31, 2009, the Company exited the development stage.





RESULTS OF OPERATION





Comparison of Results of Operations for the Three Months Ended February 28, 2010 Compared to the Three Months ended February 28, 2009.





Total Revenues





We had revenues of $38,957 for the three months ended February 28, 2010 and $6,153 for the three months ended February 28, 2009.  We receive 20% of YZG’s sales through the related party Sales and Marketing Agreement we signed with YZG in August, 2008.  The increase of $32,804 is primarily due to increasing sales of tea and tea products by our main customer, YZG, as a result of the sales and marketing consulting services we provide to YZG under that Agreement.





Operating Expenses





Operating expenses for three months ended February 28, 2010 were $35,402 as compared to $47,462 for the three months ended February 28, 2009.  During the comparable period ending February 28, 2009, we incurred higher costs due to impairment of a marketing agreement.  In addition, our operating expenses increased slightly due to an increase in professional fees compared to the comparable period ending February 28, 2010.





Income from operations





Profits from operations for the three months ended February 28, 2010 totaled $3,555 compared to a loss of $41,209 for the three months ended February 28, 2009.   The decrease in losses and increase in profit is directly attributable to the increase in revenues earned from the related party Sales and Marketing Agreement signed with YZG, as well as the reduction of operating expenses and elimination of nonrecurring charges taken during the same period in 2009 due to the impairment of the marketing agreement.





Net Income





Net profit was $3,555 for the three months ended February 28, 2010, compared to a net loss of $41,474 for the three months ended February 28, 2009. The increase in profits and reduction in losses is directly attributable to the increase in revenues earned from the related party Sales and Marketing Agreement signed with YZG, as well as the reduction of operating expenses and elimination of nonrecurring charges taken during the same period in 2009 due to the impairment of the marketing agreement.





Comparison of Results of Operations for the Nine Months Ended February 28, 2010 Compared to the Nine Months ended February 28, 2009





Total Revenues





We had revenues of $111,443 for the Nine Months ended February 28, 2010 and $8,164 for the Nine Months ended February 28, 2009.  We receive 20% of YZG’s sales through the related party Sales and Marketing Agreement we signed with YZG in August, 2008.  The increase is primarily due to increasing sales of tea and tea products by our main customer, YZG, as a result of the sales and marketing consulting services we provide to YZG under that Agreement.





7





Operating Expenses





Operating expenses for Nine Months ended February 28, 2010 were $113,555 as compared to $534,045 for the Nine Months ended February 28, 2009.  During the comparable period ending February 28, 2009, we incurred higher costs due to impairment of a marketing agreement.  In addition, we reduced our operating expenses due to a reduction in professional fees compared to the comparable period ending February 28, 2009.





Loss from operations





Losses from operations for the Nine Months ended February 28, 2010 totaled $2,112 compared to a loss of $525,881 for the Nine Months ended February 28, 2009.  The decrease in losses is directly attributable to the increase in revenues earned from the related party Sales and Marketing Agreement signed with YZG, as well as the reduction of operating expenses and elimination of nonrecurring charges taken during the same period in 2009 due to the impairment of the marketing agreement.





Net Loss





Net loss was $2,112 for the Nine Months ended February 28, 2010, compared to a net loss of $526,380 for the Nine Months ended February 28, 2009. The reduction in losses is directly attributable to the increase in revenues earned from the related party Sales and Marketing Agreement signed with YZG, as well as the reduction of operating expenses and elimination of nonrecurring charges taken during the same period in 2009 due to the impairment of the marketing agreement.





PLAN OF OPERATIONS





Our plan of operations for the next twelve months is focused on the following primary objectives.





1.
Find additional customers to purchase tea products from our contracted supplier, Yunnan Zhongsen Group, Ltd. and;2.
Raising capital through private debt or equity offerings.





Subject to the requisite financing, we believe that we can complete the following objectives within the time period specified:





Supply Agreements





In August 2008, we entered into a related party agreement with Yunnan Zhongsen Group, Ltd., or YZG, a Chinese company located in Kunming, Yunnan Province, People’s Republic of China, which caused us to become YZG’s exclusive sales and marketing agent worldwide.  We receive a commission of 20% of global sales, payable each month based on our and YZG’s sales figures.  On August 29, 2008, the effective date of the transaction, we issued 49,900,000 shares to approximately 4200 shareholders in exchange for the sales and marketing agreement.  Additionally, our former sole director and officer named a new board of directors, and hired new executive officers, and resigned his positions at the company.





Sales Marketing





All sales are generated by external sales and marketing representatives, including those at our related party main supplier, YZG. The product is positioned as a high-end luxury product.  The 3,000 year history of this limited production, highly prized product will be essential in positioning the product and in differentiating this product from the current American and European viewpoint of commercially produced tea, as well as setting it apart from much of the tea products offered throughout Asia.   The history, culture and ritual surrounding the production of the tea leaf and the ritual of the service and presentation of this luxury item will be exploited and are critical to the positioning of the product.





Our company suggests both direct sales and indirect sales through channel marketing to our client as the methods of getting the product to the worldwide consumer.   Direct sales can occur in person, via the phone, the Internet or by mail. Indirect, or channel sales typically refers to sales through a reseller. A reseller can order from us directly, or from a wholesale distributor.  In any case, our compensation is directly  affected by our client’s sales volume.





We suggest to our client, YZG that they can minimize channel conflicts by employing one or more of the following strategies:





▪      Segmentation of the product line;





▪      Establishment of limited or exclusive territories;





▪      Design price differentiation from direct sales and channels sales providing a cost incentive for the consumer to purchase from the reseller;





▪      Establishment of rotating promotions for resellers; and/or





▪      Design a tiered system that would establish reseller levels rewarding higher volume resellers with improved margins.





8





Based on our recommendations, they will establish and manage their channel marketing program worldwide by establishing a competitive reseller program, recruiting resellers, preparing proper reseller collateral, creating reseller kits, managing the reseller database using Partner Relationship Management (PRM) software, ensuring proper merchandising, ensuring adequate stocking levels, providing reseller education and managing seeding programs.  The channel program allows this company to produce a large volume of sales utilizing its existing human resources as, we will have the ability to manage resellers and thereby multiply our resources.  Direct sales can be managed mostly by technology through applications available through the Internet, such as, on-line stores with credit card processing portals to accumulate sales orders from direct sales.  The proper implementation of these programs effectively eliminates the need for the hiring of additional staff for a significant period of time by the use of technology and the multiplication of resources by contracting with distributors or other resellers.





Revenue Model





Our revenue model contemplates a single form of revenue, but from multiple sources.  We anticipate earning our revenue based on the success of our sales and marketing efforts provided to the tea producer.  We will earn a percentage of sales directly related to our efforts.  Since we will be processing the sales for our client, we will have a direct and firsthand knowledge of the effectiveness of our efforts.





Employees





As of February 28, 2010, the Company has 2 part-time employees.





GOING CONCERN CONSIDERATION





As reflected in the accompanying financial statements, we have an accumulated deficit of $547,893 as of February 28, 2010 and used cash in operations of $4,913 during the Nine Months ended February 28, 2010. This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





We believe that actions presently being taken to obtain additional funding and implement our strategic plans provide the opportunity for us to continue as a going concern.





LIQUIDITY AND CAPITAL RESOURCES





As of February 28, 2010, we have assets of $148,007 consisting of cash of $12,029, accounts receivable of $15,978 and intangible assets of $120,000 and total liabilities of $4,706 consisting of accounts payable of $4,706.  Compared to May 31, 2009 we had assets of $148,913 consisting of cash of $16,942, accounts receivable of $11,971 and total liabilities of $5,000 consisting of accounts payable of $5,000.





Cash and cash equivalents from inception to date have been sufficient to cover expenses involved in starting our business. Current cash on hand is insufficient to support our operations for the next twelve months. Therefore, we will require additional funds to continue to implement and expand our business plan during the next twelve months.





CRITICAL ACCOUNTING PRONOUNCEMENTS





Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.





Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.





Revenue Recognition





The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.





RECENT ACCOUNTING PRONOUNCEMENTS





In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 – Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 860 will have on its financial statements.





9





In June 2009, the FASB issued Financial Accounting Standards Codification No. 810 – Consolidation. FASB ASC No. 810 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of FASB ASC No. 810 will have on its financial statements.





In June 2009, the FASB issued Financial Accounting Standards Codification No. 105-GAAP.   The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. FASB ASC No. 105 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in FASB ASC No. 105. All other accounting literature not included in the Codification is non authoritative. The Adoption of FASB ASC No. 105 did not have an impact on our financial statements.





OFF-BALANCE SHEET ARRANGEMENTS





We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).





Item 3.    Quantitative and Qualitative Disclosures about Market Risks





Not applicable because we are a smaller reporting company.





Item 4T.  Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.





Changes in Internal Controls





There have been no changes in the Company's internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.




10





PART II - OTHER INFORMATION





Item 1. Legal Proceedings.





Currently we are not aware of any litigation pending or threatened by or against the Company.





Item 1A. Risk Factors





Not applicable because we are a smaller reporting company.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds





None





Item 3. Defaults Upon Senior Securities.





None.





Item 4. Submission of Matters to a Vote of Security Holders.





None.





Item 5. Other Information.





None





Item 6. Exhibits and Reports of Form 8-K.





(a)      Exhibits





31.1
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 200231.2
Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 200232.1
Certification of Chief Executive Officer pursuant to Section 1350 of Sarbanes Oxley Act of 200232.2
Certification of Chief Financial Officer pursuant to Section 1350 of Sarbanes Oxley Act of 2002





11








SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





ZHONG SEN INTERNATIONAL TEA COMPANYDate: April 9, 2010
By:
/s/  Li WangLi WangChief Executive OfficerBy:
/s/  Binquan ZhangBinquan ZhangChief Financial Officer